1. NAME AND AREA OF OPERATION
1.1 The Name of the Association shall be: Animal Behaviour Consultants of Southern Africa (ABC)
1.2 The area in which the Association shall carry out its objectives shall be: Africa, south of the Equator.
The objectives of the association shall be:
2.1 To provide a service to the animal owning public, whereby behavioural problems will be identified and resolved according to the Code of Ethics of the ABC;
2.2 To promote public education in the field of animal behaviour;
2.3 To have an ongoing animal behaviour educational programme for members, and to forge ongoing communication links with other national and international organisations having similar interests;
2.4 To create and promote an understanding of the human-animal bond and the relationships between animals.
2.5 To act as a governing body for the profession of practising animal behaviour consultant
3. POWERS OF THE ABC
The Association is empowered generally to transact any business and to conduct such affairs as are necessary and desirable for the proper fulfilment of its objectives as laid down in clause 2 and such powers shall include these powers;
3.1 To acquire funds for the purpose of the Association by means of subscriptions, by accepting donations, grants and by any other lawful means;
3.2 To use its funds or any part thereof in any manner which may be necessary or expedient for the proper conduct of the functions of the Association;
3.3 To do everything necessary for the proper and businesslike control and conduct of the Association and to invest funds and assets of the Association in securities nominated by the Managing Committee;
3.4 To do all things which may be necessary or expedient for the purpose of giving effect to this Constitution or any part thereof or the regulations or rules thereunder;
3.5 The acquisition or disposal of immovable property which must be resolved upon by a 2/3 majority at a Special or Annual General Meeting
4.1 Membership shall be open to all persons provided that the Managing Committee may in its sole and absolute discretion, refuse membership to any person/organisation.
4.2 The following shall be the categories of membership:
4.2.1 Associate Member, whose membership shall have been proposed by a member in good standing of the Association and seconded by another such member, both of whom have paid the current annual membership fee which has been fixed by the Managing Committee referred to in Clause 6 hereof.
Associate Membership does permit a member to practice as an Animal Behaviour Consultant, but not under the auspices of the Animal Behaviour Consultants of SA.
4.2.2 Intern Animal Behaviour Consultant, who shall be a paid-up Associate Member of the Association who has been approved as an Intern Animal Behaviour Consultant by the Accreditation Sub-Committee referred to in Clause 10 hereof and has thereafter been accredited as such by the aforesaid Managing Committee. An Intern Animal Behaviour Consultant, once accredited as such by the aforesaid Management Committee, may practice and charge professional fees; provided that –
(a) He or she must inform his or her clients of his or her current accreditation status before rendering any professional service to them; and
(b) The fee which he or she charges for his or her services must be in accordance with his or her academic qualifications and practical experience in the field of animal behaviour.
4.2.3 Accredited Animal Behaviour consultant, who shall be a paid-up Associate Member or an accredited Intern Animal Behaviour Consultant who has met the Association's requirements for accreditation as an Accredited Animal Behaviour Consultant, and whose accreditation as such –
(a) Has been recommended by the aforesaid Accreditation Sub-Committee;
(b) Has thereafter been accepted by the aforesaid Managing Committee; and
(c) Has been proposed by an Accredited Animal Behaviour Consultant in good standing with the Association and seconded by another such member.
4.2.4 Senior Animal Behaviour Consultant, who shall be an Accredited Animal Behaviour Consultant in good standing with the Association who has been recommended by a majority vote of the aforesaid Accreditation Sub-Committee for the conferral of senior status on him or her, which recommendation has been accepted by the aforesaid Managing Committee.
4.2.5 Honorary Life Member, A member approved and appointed by the Managing Committee, for services to the Association or to companion animals which, in the opinion of the Managing Committee ratified at a general meeting, merits such recognition. Such members shall not be required to pay any membership fees.
4.2.6 Corporate Member, A company, organisation, institution or any other body which pays an annual membership fee as determined and fixed by a General Meeting.
Each such member shall be entitled to nominate in writing a person to represent him, and such person shall whilst he/she remains a nominee, be subject to the same conditions and entitled to the same rights and privileges as an Associate member.
In addition to the above categories of membership, the Managing Committee may recommend and admit the following official positions to membership after ratification at an Annual General Meeting:
· Honorary Vice President
and / or such other titles, terms and conditions as it may from time to time determine and ratify at the AGM. The incumbents of such positions shall have no voting powers unless they are paid up members of the Association.
4.3 Conditions of Membership
Membership of the Association shall be subject to conditions determined by the Managing Committee from time to time.
4.4 Membership Fees
All membership fees shall become due in advance on the 30th January each year end and shall be regarded as being in arrears if they are not paid on that date.
At the discretion of the Managing Committee, membership of the Association may be terminated should the annual membership fee remain unpaid for 60 days after the 30th January of the year in question.
4.5 Rights of Members
All classes of natural members shall be entitled to attend, speak and vote at general meetings of the Association, and shall be eligible, upon nomination for election as officers or members of the Managing Committee, provided that they are in good standing with the Association and are not under suspension in terms of 4.7 below. Honorary members of the Managing Committee do not have voting rights.
4.6 Conflict of Interest
No member of the Managing Committee shall have a direct interest in or benefit from any contract, which the Managing Committee may conclude, or which is in conflict with any of the aims and objectives of the Association.
4.7 Expulsion or Suspension
The Managing Committee may expel or suspend any member who has, in its opinion, been guilty of conduct prejudicial to the objects, interests or reputation of the Association. In accordance with the audi alterem partem principle, such member shall first be heard by the Managing Committee. Should he wish to be heard. Failure to attend a disciplinary hearing without reasonable cause shall be grounds for suspension or expulsion. In accordance with the above principles, the Ethics Sub Committee shall deal with breaches of the Association’s "Code of Ethics".
In placing the matter on the agenda of the Managing Committee, the Ethics Sub- Committee will make a recommendation as to the expulsion or suspension of the member concerned. The Managing Committee will either reject or confirm, or return the recommendation to the Ethics Sub Committee for further consideration of the matter and resubmission to the Managing Committee. All expulsions shall be ratified at an Annual General Meeting by a simple majority.
4.8 Domestic Dispute or Disagreement
Should there be any domestic dispute or disagreement within the Association which cannot be resolved by the Managing Committee then the members agree that the matter shall be submitted to the Annual General Meeting for a final decision.
"In good standing" shall mean that all membership fees and any other monies due to the Association shall have been paid by the member concerned.
4.9 Liability of Members
The liability of members is limited to arrear membership fees and other amounts which they may owe to the Association.
A member may resign by giving notice to the Secretary and shall be deemed to have resigned if his/her annual membership fee is more than three months in arrears; provided that such resignation and any expulsion or suspension in terms of this Constitution shall not absolve the member concerned from any liability in respect of any arrears membership fees, or any current fees, or any amount which is or may become due to the Association up to the next year end following the date of such resignation, expulsion or suspension.
4.11 Condition of Membership
It is a condition of all categories of membership that members are deemed to be aware of and to be bound by this Constitution, the Association Code of Ethics and any amendments thereto.
5.1 Annual General Meeting
The Managing Committee shall call the Annual General Meeting of members on or before the 31st March each year. At least 15 days clear notice of each such meeting shall be given in writing to all members entitled to attend and vote thereat, but the non-receipt of such notice shall not invalidate the proceedings at the meeting.
5.1.1 Business to be transacted at such meeting shall include, inter alia:
(a) to adopt the minutes of the previous annual general meeting;
(b) to receive and consider the annual report by the Managing Committee on the affairs of the Association together with a duly audited balance sheet and income and expenditure account for the preceding year;
(c) to elect a maximum of 9 (nine) members to the Managing Committee. The offices are to be appointed by the Managing Committee from their number, immediately after the AGM at a specially convened meeting for that purpose;
(d) to deal with any relevant business within the competence of the meeting; and
(e) to appoint an auditor, who may not be a member of the Managing Committee.
5.2 Special General Meeting
5.2.1 The Managing Committee may call a Special General Meeting at any time.
5.2.2 The Managing Committee shall call a Special General Meeting on receipt of a written request to do so, signed by at least 10 (ten) members or 25% of the membership (whichever is the lesser) and such request must specify the object for which the meeting is desired.
5.2.3 The notice calling a Special General Meeting shall state the object for which the meeting is called and no other business may be transacted at that meeting. For any Special General Meeting at least 15 (fifteen) days clear notice shall be given to all members who are entitled to attend and vote thereat, in the manner prescribed for an Annual General Meeting.
5.3.1 10 (ten) members shall constitute a quorum at any general meeting.
5.3.2 If within 30 (thirty) minutes from the time appointed for a general meeting, if convened upon a request of members, a quorum is not present the meeting shall be dissolved. In all other cases it shall stand adjourned without further notice on the same day in the next week at the same time and place, or, if that day be a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for such a meeting, the members present shall constitute a quorum.
5.4.1 Each member entitled to attend and vote at an Annual General Meeting shall have 1 (one) vote.
5.4.2 At any general meeting voting shall be decided by a show of hands unless a secret ballot be requested, when it shall be taken in such a manner and at such a time as determined by the Chairman or person presiding at the meeting. Only members enrolled not less than 3 (three) months prior to a meeting and in good standing shall be entitled to vote.
5.4.3 When any ballot is necessary two persons shall be elected by the members present to oversee the voting and count the votes.
5.4.4 Members shall be entitled to vote by proxy.
5.4.5 Any member in arrears with any payment due to the Association shall be disqualified from voting.
5.4.6 Save where otherwise provided, all resolutions shall require a simple majority. In the event of an equality of votes the Chairman or in his/her absence, the person presiding at the meeting shall have a casting vote in addition to his/her deliberative vote.
The control of the affairs of the Association and all matters relating thereto shall vest in a Managing Committee, which shall consist of:
6.1 Not less than 5 (five) and no more than 9 (nine) members who shall be elected at the Annual General Meeting, where after the they shall jointly elect office bearers in terms of clause 6.2. The term of office of a member of the Managing Committee shall be 2 (two) years. One third of the Managing Committee shall retire each year on a rotational basis, but shall be eligible for re-election should they so desire.
6.2 The Committee shall comprise the following Office Bearers:
· Vice- Chairman
The Managing Committee composition should include two accredited practising members of the Association of good standing and any other such office bearers as the Managing Committee deems necessary.
6.2.1 In addition to the foregoing, there may be advisory members of the Managing Committee approved by the Managing Committee from time to time.
6.3 Persons wishing to make themselves available for election to the Management Body shall submit their names in writing to the Secretary, to arrive no later than 7 (seven) clear days before the date set for the Annual General Meeting. Each submission must be accompanied by a single page curriculum/motivation, which shall be made available for the members to read at the Annual General Meeting. Alternatively, nominations for election to the Management Committee may be submitted in writing to the Secretary to arrive no later than 7 (seven) clear days before the date set for the Annual General Meeting. A proposer, second and the nominee, indicating his/her acceptance of the nomination shall sign such nominations.
6.4 The quorum for any meeting of the Managing Committee shall be 4 (four) members
7. POWERS AND GENERAL PROVISIONS RELATING TO THE MANAGING
7.1 The Committee shall have the power to:
· Appoint and remove attorneys and auditors acting for and on behalf of the Association in legal and or financial proceedings;
· Open and close bank accounts with registered commercial banks;
· Borrow money in the name of the Association;
· Make such payments for any expenses associated with the Association’s affairs, as it may deem necessary;
· Invest monies in the interests of the Association and its members;
· Acquire movable property to be used in the interests of the Association and its members;
· Make and amend such by-laws as it may deem desirable or necessary for the good conduct of the Association’s affairs provided that such by-laws shall be effective only if ratified by members at an Annual General Meeting;
· Determine membership fees, and levies to be paid by the members;
· Determine the remuneration of the Secretary and Treasurer where applicable;
· Decide on a course of action for the discipline of members
· Take appropriate action against members who are found to have contravened the Constitution or Code of Ethics;
7.2 General Provisions
· The Managing Committee shall carry out all lawful resolutions taken by members at General Meetings;
· No Committee Member, or the Managing Committee as a body, acting in good faith in the name of the Association shall incur any liability in respect of such actions;
· The Managing Committee shall meet at least four times in each year;
· The proceedings of, and all decisions reached at, all meetings of the Managing Committee, shall be properly recorded and retained in a book kept for that purpose;
· Voting will be by a simple majority.
· A proper record of accounts will be kept and a record detailing the financial affairs of the Association. shall be presented by the Honorary Treasurer at each Managing Committee and Annual General Meeting of the Association;
· Should a Management Committee member fail to attend three consecutive meetings he/she shall be deemed to have resigned from the Committee and the Committee may co-opt a substitute until the next Annual General Meeting
8. DUTIES OF OFFICE BEARERS
8.1 Chairman and Vice-Chairman
(a) It shall be the duty of the Chairman and Vice-Chairman to further the interests and prestige of the Association at all times and to ensure that the provisions of this Constitution and any by-laws framed thereunder are complied with and that all decisions of the Association in General Meetings and of the Managing Committee are carried into effect.
(b) The Chairman shall preside at all meetings of the Association and of the Managing and Executive Committees. In his/her absence the Vice-Chairman if present, shall preside. If both are absent the members present shall appoint from among their number a member to preside at such meeting and the person so appointed shall have and exercise the powers and functions normally exercised by the Chairman if present.
(c) The Chairman or in his/her absence the Vice-Chairman shall, at the Annual General Meeting, report on the activities of the Association during the past year.
It shall be the duty of the Secretary:
(a) to attend all general meetings of the Association and all meetings of the Committees, Managing and Executive and to maintain an accurate and complete record of the proceedings and decisions taken thereat. In the event of the Secretary being unable to be present at any meeting he/she shall ensure that the minute books, correspondence etc. required at the meeting are handed to the Chairman or some other committee member who will be attending, prior to the meeting. In such event the meeting shall nominate one of its members to act as secretary at the meeting;
(b) Subject to the control of the Committee, to receive and conduct the correspondence of the Association;
(c) to ensure that all notices required by this Constitution are properly given;
(d) to maintain up-to-date, a Register of Members and their addresses with contact details.
(e) take responsibility for the compilation, and safe keeping of any documentation of the Association.
It shall be the duty of the Treasurer:
(a) to attend all general meetings of the Association and all meetings of the Executive and Managing Committees. In the event of the Treasurer being unable to be present at any meeting, he/she shall ensure that the financial books and any financial statement or report required at the meeting are handed to the Chairman or an attending member of the Committee prior to the meeting. In such event it shall be the duty of the Secretary to inform the Treasurer of all decisions relating to financial matters taken at the meeting;
(b) to keep proper books of accounts and records reflecting the Associations financial transactions and to reflect adequately the financial position of the Association at all times;
(c) subject to the control of the Committee, to administer the finances of the Association;
(d) to collect and bank expeditiously all monies owing to the Association and to disburse monies due by the Association without undue delay;
(e) to keep the Managing Committee informed at all times on the general financial position of the Association;
(f) to prepare a report on the financial position for presentation at the next Annual General Meeting.
· No one shall accept or commit the Association to any financial undertakings on behalf of or without the Managing Committee's approval.
(a) At each Annual General Meeting an auditor who may not necessarily be a member, but shall hold adequate experience to discharge his/her duties, shall be elected and shall audit the books of account, verify the assets of the Association, audit the annual accounts and balance sheet and report thereon prior to the Annual General Meeting.
(b) No member of the Managing Committee shall be eligible for appointment as auditor.
8.5 Other Officers
The duties of any other officers appointed by the Association or the Managing Committee shall be laid down by the body which appoints him/her.
The Managing Committee shall have the power to appoint ad hoc Sub - Committees of which the Chairman and Secretary shall be ipso facto members. The Chairman of such ad hoc committee shall report back in writing or in person, to the Managing Committee when required. Financial control of ad hoc sub - committees shall remain vested in the Managing Committee.
9. EXECUTIVE COMMITTEE
An executive committee comprising of the chairman, vice-chairman, treasurer and secretary shall attend to the day-to-day affairs of the Association provided that all its decisions shall be ratified by the Managing Committee beforehand.
10. ACCREDITATION COMMITTEE
The Managing Committee shall appoint an Accreditation Sub-Committee comprising of various members of the Association.
· an accredited animal behaviour consultant in the specific species applied for,
· an accredited animal behaviour consultant specialising in other species and
· a veterinarian with a special interest in animal behaviour
The Accreditation Sub-Committee shall be responsible for making recommendations to the Managing Committee concerning the accreditation/non-accreditation of members of the Association based on the bye-laws governing accreditation.
The methods of accreditation and the composition of the Accreditation Sub-Committee may be amended from time to time according to developments in the science of animal behaviour and the requirements of the animal owning public.
11. ETHICS SUB-COMMITTEE
The Ethics Sub-Committee shall comprise of the members of the Executive Committee, two other members of the Association, and where necessary a legal adviser provided four members of the Ethics Sub-Committee shall be accredited animal behaviour consultants.
Members will at all times consult according to the Associations Code of Ethics.
12. FINANCE AND ACCOUNTS
12.1 No person other than a person acting within the limits of the authority conferred upon him/her by this Constitution or by the Managing Committee shall have authority to give a receipt for money, to enter into any contract or arrangement having the effect of imposing any liability on the Association, or in any way to pledge the credit of the Association.
12.2 The books of account kept by the Treasurer in terms of section 8.3 (b) of this Constitution shall be open at all times to the inspection of any member of the Association.
13. FINANCIAL YEAR
The financial year of the Association shall be from 1 January to 31 December.
14. MEMBERSHIP FEES AND LEVIES
14.1 The Managing Committee shall determine annual subscriptions and any other levies to be paid by members.
14.2 The Committee may determine that a member joining the Association after 30 June in any year, may be charged only one half of the applicable annual membership fee in respect of that year;
The Association may be dissolved on the vote of not less than two thirds of the members present and voting at a General Meeting of members convened for the purpose of considering such dissolution.
Not less than 21 (twenty-one) days clear written notice shall be given of such meeting and the notice shall clearly state that the question of dissolution of the Association is to be considered at such meeting.
If there is no quorum at such a general meeting, the meeting shall stand adjourned for not less than one week, the members attending such adjourned meeting shall constitute a quorum.
If upon dissolution of the Association and after satisfaction of all its debts and liabilities, there remain any assets whatsoever, then such assets shall not be paid to or distributed among the members of the Association but shall be distributed in such manner as the Managing Committee may determine, to any other organisation with objectives similar to that of the Association.
16. LEGAL PROCEEDINGS
All legal proceedings instituted by or brought against the Association shall be in the name of the Association.
17. ADMINISTRATION OF FUNDS
The income and property of the Association from whatever source, shall be applied solely towards the promotion of the objectives of the Association, and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever, by way of profit to members of the Association, provided that nothing herein contained shall prevent the payment in good faith to any office bearer, servant or member of the Association, remuneration for services actually rendered to the Association, or of expenses actually incurred and disbursed in carrying out the business or attending to the affairs of the Association.
18. AMENDMENTS TO THE CONSTITUTION
This Constitution may be amended either at a Special General Meeting or at an Annual General Meeting, provided that the proposed amendments shall be incorporated in the notice of such meeting and carried by the votes of not less than by two-thirds of the members present and entitled to vote at such meeting.